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AGREEMENTFORTHE 2021 UNITED STATES OPEN CHAMPIONSHIP® Dated As of March 3, 2014 by and Between UNITED STATES GOLF ASSOCIATION A

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AGREEMENTFORTHE 2021 UNITED STATES OPEN CHAMPIONSHIP® Dated As of March 3, 2014 by and Between UNITED STATES GOLF ASSOCIATION A AGREEMENTFORTHE 2021 UNITED STATES OPEN CHAMPIONSHIP® dated as of March 3, 2014 by and between UNITED STATES GOLF ASSOCIATION and THE CITY OF SAN DIEGO INDEX SECTION 1. LEASE OF PREMISES AND PROPERTY ............................................................................ 2 SECTION 2. PURPOSE ................................................................................................................................. 3 SECTION 3. LEASE TERM.......................................................................................................................... 3 SECTION 4. RENT ........................................................................................................................................ 4 SECTION 5. TITLE OF TIIE CHAMPIONSHIP ......................................................................................... 4 SECTION 6. CHAMPIONSIIIP LOGO ........................................................................................................ 5 SECTION 7. DATES AND PRACTICE PRIVILEGES ............................................................................... 5 SECTION9. ASSOCIATION AND CITYCOOPERATION ..................................................................... 6 SECTION 9. RIGHTS AND RESPONSIBILITIES ..................................................................................... 7 SECTION 10. CERTAIN OBLIGATIONS OF THE ASSOCIATION ......................................................... 8 SECTION 11. CERTAIN OBLIGATIONS OF THE CITY ......................................................................... 12 SECTION 12. · COMMITTEES AND VOLUNTEERS ................................................................................ 13 SECTION 13. ADMISSIONS AND SPECTATORS ................................................................................... 14 SECTION 14. OFFICIAL PROGRAM AND PAlRING SHEETS .............................................................. 15 SECTION 15. HOSPITALTIYPROGRAM ................................................................................................. 16 SECTION 16. FOOD AND BEVERAGES ................................................................................................... 17 SECTION 17. PUBLIC SCORING SYSTEM .............................................................................................. 18 SECTION 18. PLAYING CONDITIONS .................................................................................................... 18 SECTION 19. AUTOMOBILE PARIGNG .................................................................................................. 20 SECTION 20. POLICE, SECURITY AND TRAFFIC CONTROL ............................................................. 20 SECTION21. MEDIA RIGHTS .................................................................................................................. 21 SECTION 22. DIGITAL MEDIA PLATFORMS ......................................................................................... 23 SECTION23. INDEMNIFICATION ............................................................................................................ 34 SECTION 24. INSURANCE ......................................................................................................................... 25 SECTION 25. COMMERCIAL REVENUES ............................................................................................... 26 SECTION 26. LICENSE FOR USE OF ASSOCIATION SERVICE MARKS .......................................... 27 SECTION 27. LICENSE FOR USE OF TIIE NAME OF THE CITY ........................................................ 28 SECTION 28. ACCOUNTING ...................................................................................................................... 29 SECTION 29. USAGE AND ANTI-DISCRIMINATION POLICY ........................................................... 30 SECTION 30. CONTROL OF THE CITY AND FACILITIES ................................................................... 31 SECTION 31. COMPLIANCE WITH APPLICABLE LAWS .................................................................... 31 SECTION 32. MISCELLANEOUS ................................................................................................................. 31 AGREEMENT TIDS AGREEMENT (this "Agreement") entered into as of March 3, 2014 by and between the UNITED STATES GOLF ASSOCIATION (the "Association"), a not-for-profit corporation organized under the laws of the State of Delaware, located at Golf House, 77 Liberty Comer Road, Far Hills, New Jersey 07931 and The City of San Diego (the "City"), a California municipal corporation, located at 202 C Street, San Diego, CA 92101. WHEREAS, the Association has accepted the gracious offer of the City to entertain the 2021 United States Open Championship (the "Championship") on the South Course at TORREY PINES GOLF COURSE, (the "Championship Course"), located at 11480 North Torrey Pines Road, La Jolla, CA 92037 which is and will continue to be owned by the City and operated in a manner necessary to conduct the Championship during the term of this Agreement, on the terms set forth herein; and WHEREAS, the United States Open Championship is an annual event hosted each year at a golf club selected by the Association and the 2008 Championship was held on the Championship Course and hosted by the City; and WHEREAS, the Association and the City agree that the 2008 Championship was a successful event that met the Association's standard for the conduct of the Championship; and WHEREAS, the 2008 Championship generated more than $142 million in economic impact to the San Diego region including $1.5 million in Transient Occupancy Tax and $1.6 million in local sales tax; and WHEREAS, the Torrey Pines Golf Course has hosted national and international caliber tournaments on an annual basis since 1968; and WHEREAS, such tournaments are temporary events that include the construction of temporary structures to accommodate and facilitate the event (which structures are removed at the conclusion of the event), off-site parking and shuttles; and WHEREAS, the quality and conduct of the 2008 Championship shall serve as a minimum standard for the successful staging of the 2021 Championship, including the facility layout, usage of the Leased Property, and transportation plan; and WHEREAS, the standards for the conduct of the Championship have evolved under the direction of the Association over a long period of years in a continuing effort to stage a competition of distinction appropriate for a national championship; and WHEREAS, in keeping with the standards for the conduct of the Championship, the Association determines the conditions of play for the Championship; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable consideration, the parties hereto hereby agree as follows: SECTION 1. LEASE OF PREMISES AND PROPERTY NOW, THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and conditions hereinafter set forth and other good and valuable consideration, the parties hereto hereby agree as follows: SECTION 1. LEASE OF PREMISES AND PROPERTY A TI1e parties acknowledge and agree that (i) the Courses (as such tenn is defined below) are known as, referred to and comprise "Toney Pines"; (ii) the City of San Diego (the "City") is the sole owner of Torrey Pines; (iii) all references herein to "Torrey Pines" for the purposes of geographical location shall mean the actual location of the Championship Course at 11480 North Torrey Pines Road, La Jolla, California, tmless otherwise noted herein, and (iv) the Association is entitled to the use of Torrey Pines in a mrumer that is consistent with the requirements of the Association, the Championship and the provisions set forth in this Agreement throughout the tenn of this Agreement. B. The City hereby leases to the Association and the Association leases from the City those areas of Torrey Pines golf courses as set forth in Exhibit A attached hereto and incorporated herein, including the Chrunpionship Course and the North Course, (collectively, the "Courses"), the driving range, all other buildings, facilities and parking located on the grounds of the Courses, any locker facilities located in the clubhouse and/or such similar facilities a11d all equipment and supplies related to the operation of the CotU·ses, those areas which will be designated as office, hospitality and general public areas for use, or to be ,~.controlled by, the Association in accordance witl1 Sections 10, 13.D and 15, and all personal property owned or controlled by the City, as well as utilities, used in connection with the operation of the Courses (collectively, the "Leased Property"). The Leased Property does not include that property leased by the City to and controlled by: the Toney Pines Club Corporation ("TPCC"), including certain areas of the clubhouse and the existing golf shop and cart storage facility; the Lodge at Toney Pines Partnership; and the Hilton Hotels Corporation, Hilton La Jolla Toney Pines (collectively, the "City's Lessees"). As to those leased areas, the City consents to the Association's use for the purpose of conducting the Championship, as agreed to by each City Lessee in separate agreements with the Association. The location of any Association offices, corporate hospitality, player hospitality (as such term is defmed below), general public and other similar areas in the clubhouse will be mutually agreed upon
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